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III tenant checks used in payment of such rents or Additional Rents), the execution of any and all consents or other documents, and the undertaking of any act necessary for the collection of such rents and Additional Rents by Seller; provided however, the City shall in no event be required or obligated to commence legal actions or proceedings against any tenant for the purpose of collecting any delinquent rents. The provisions of this Section 9.2 shall survive the Closing. 9.3 Assessments. If, on the Effective Date of this Agreement, the Property or any part thereof shall be affected by any assessment or assessments which are or may become payable in installments, of which the first installment is now a charge or lien, or has been paid, then (A) Seller shall be obligated to pay all installments of any such assessment which are due and payable prior to the closing date, and (B) for the purposes of this Agreement, all the unpaid installments of any such assessment which are to become due and payable on or after the closing date shall not be deemed to be liens upon the Property and the payment thereof shall be assumed by the City without abatement of the Property Purchase Price. Seller shall pay, or will have paid, all special assessments and liens for public improvements or similar liens which are, as of the closing date, certified liens and the City shall assume payment of all special assessments and liens or public improvements or similar liens which are, as of the Closing Date, pending liens, unless such special assessments are payable in installments in which case Seller shall be responsible for all installments accruing prior to the Closing Date and the City shall be responsible for all of the installments accruing on or after the Closing Date. 9.4 Utility Deposits. Deposits with telephone and other utility companies, and any other persons or entities who supply goods or services in connection with the Property, if same are assigned to the City at Closing, will be credited in their entirety to Seller. 9.5 Changes in the Work. Changes in the Work may be accomplished after execution of this Agreement, and without invalidating this Agreement, in a writing prepared by the City and signed by the City, Seller and Seller's architect, contractor and/or designee, stating their agreement upon the (i) change in Work; (ii) the amount of the adjustment, if any, in the Development Fee; and the extent of the adjustment, if any, in the Construction Deadline. ARTICLE X: RISK OF LOSS AND CONDEMNATION PENDING CLOSING 10.1 Casualty. If, prior to the Closing Date, all or part of the Property is damaged by fire or by any other casualty or cause of whatsoever nature, Seller shall promptly give the City written notice of the Casualty. Within ten days after the City's receipt of the Casualty Notice and in the event of a loss which is either (i) equal to or greater than $1,000,000.00 or (ii) not Fully Covered, as defined below, by Seller's insurance, the City shall have the option to cancel this Agreement by giving written notice to Seller of the exercise thereof within fifteen days of receipt of the Casualty Notice. In the event the City exercises its option to cancel, neither party will have any further obligations hereunder with respect to this Agreement except for Surviving Obligations. In the event the City does not exercise its aforesaid option to cancel, Seller shall convey the Property to the City at Closing in its damaged condition (subject to Section 10.3 below), Seller shall assign its insurance -20- Draft #4.1